Corporate Counsel and Governance for Founders and Executives

Every company is a series of decisions. The expensive mistakes usually happen before anyone thinks to call a lawyer — the handshake with a co-founder, the equity promised to an early employee over drinks, the board seat given away in a hurry to close a round.

I work with founders and executives as ongoing corporate counsel. The goal is simple: when the big moment comes — the raise, the exit, the dispute — the structure holds, the cap table is clean, and nobody finds a surprise in the minute book.

What I cover

• Governance architecture. Board composition, committee charters, voting arrangements, and internal controls that fit how the company actually operates.
• Founder and shareholder agreements. Equity splits, vesting, buy-sell provisions, and what happens when a founder leaves — decided while everyone still likes each other.
• Cap table and equity. Option plans, SAFEs and convertible notes, preferred stock terms, and the dilution math founders find out about too late.
• Executive personal counsel. Employment agreements, non-competes, equity packages, and board matters for the individual behind the company. Your company's lawyer works for the company. I can work for you.
• Regulatory positioning. Practical compliance for scaling companies, including Bitcoin and digital asset businesses navigating a regulatory landscape most lawyers haven't studied.

Common questions

Do you replace our corporate law firm? Sometimes. More often I sit above the paperwork as the strategist — and make sure the work you send to outside firms is scoped, priced, and actually needed.

Do you advise boards directly? Yes. Board counsel, fiduciary duty questions, conflicts, and the governance work that keeps a dispute from becoming litigation.

Can you help both the company and me personally? Where interests align, yes — and I'll tell you plainly when they don't and you need separate counsel. That honesty is the job.

Direct answers on governance and executive questions

• What do founders get wrong about cap tables?
• Does my LLC actually protect me from personal liability?
• Do I really need board meetings and corporate formalities?
• What should I negotiate in an executive equity package?
• Is my non-compete enforceable in New York?
• I was fired from an executive role. Do I have a claim in New York?
• What should I negotiate in a Series A term sheet?
• SAFE or priced round: which should I use?
• Observer seats vs board seats: what is the difference?

The full set is at Ask IRC Legal.

Tell me what you're building. Book a strategy session.